David S. McEwen - Dec 13, 2023 Form 4 Insider Report for KonaTel, Inc. (KTEL)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Sean McEwen
Stock symbol: KTEL
Transactions as of: Dec 13, 2023
Transactions value $: $82,500
Form type: 4
Date filed: 12/13/2023, 02:07 PM
Previous filing: Sep 27, 2023
Next filing: Mar 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KTEL	Common Stock	Options Exercise	$41.3K	+188K	+1.17%	$0.22^*	16.3M	Dec 13, 2023	Direct	F2, F3
holding	KTEL	Common Stock						16.1M	Dec 13, 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KTEL	Option	Options Exercise	$41.3K	+188K	+33.33%	$0.22^*	750K	Dec 13, 2023	Common Stock	188K	$0.22	Direct	F2, F3
holding	KTEL	Option						188K	Dec 13, 2023	Common Stock	188K	$0.22	Direct	F1
holding	KTEL	Option						375K	Dec 13, 2023	Common Stock	188K	$0.22	Direct	F1
holding	KTEL	Option						563K	Dec 13, 2023	Common Stock	188K	$0.22	Direct	F1
holding	KTEL	Option						750K	Dec 13, 2023	Common Stock	188K	$0.22	Direct	F1
holding	KTEL	Option						938K	Dec 13, 2023	Common Stock	188K	$0.22	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of common stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.
F2	Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's Common Stock under the merger. On December 13, 2023, Mr. McEwen exercised his fourth tranche of 187,500 stock options for 187,500 shares of Common Stock.
F3	$41,250 exercise price, has been paid to the Company, effective December 13, 2023, by credit against deferred compensation owed to Mr. McEwen by the Company for prior services rendered, which was approved by unanimous consent of the Company's Board of Directors on January 11, 2022.